Jiangsu Transimage Technology Co.Ltd(002866)
Opinions of independent directors on relevant matters of the 11th meeting of the third board of directors
separate opinion
Jiangsu Transimage Technology Co.Ltd(002866) (hereinafter referred to as " Jiangsu Transimage Technology Co.Ltd(002866) " or "the company") convened the 11th meeting of the third board of directors on January 13, 2022. In accordance with the company law, the securities law, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the articles of association and other relevant laws, regulations, rules and regulations, as an independent director, based on independent judgment, I hereby express independent opinions on the following matters as follows:
1、 Independent opinions on the achievement of the lifting of the restrictions in the third lifting period of the first granting of restricted shares by the stock option and restricted stock incentive plan in 2018
After verification, the performance of the company in 2020 has reached the assessment target, and the individual performance assessment results of the 110 incentive objects granted for the first time are all A. according to the conditions for lifting the sales restrictions set in the company's 2018 stock option and restricted stock incentive plan (hereinafter referred to as the "incentive plan"), The company level performance appraisal conditions and individual level performance appraisal conditions required to be met in the third release period of restricted shares granted this time have been met, and there is no situation that the company and the incentive object shall not release the sales restriction as stipulated in the incentive plan. The lifting of the sales restriction complies with the relevant provisions of the incentive plan, the incentive objects meet the qualification conditions for lifting the sales restriction, and there is no situation that damages the interests of the company and all shareholders. The decision-making procedures of relevant matters comply with the provisions of laws, administrative regulations and the articles of association, and the meeting procedures are legal and the resolutions are effective.
2、 Independent opinions on the achievement of exercise conditions in the third exercise period of stock options granted for the first time by the stock option and restricted stock incentive plan in 2018
After verification, the performance of the company in 2020 has reached the assessment target, and the individual performance assessment results of the 110 incentive objects granted this time are all A. according to the exercise conditions set in the company's 2018 stock option and restricted stock incentive plan, the performance assessment conditions at the company level required to be met for the exercise of stock options in the third exercise period this time The performance appraisal conditions at the individual level have been met, and neither the company nor the incentive object is prohibited from exercising their rights as stipulated in the incentive plan. This exercise complies with the relevant provisions of the incentive plan, and the incentive object meets the qualification conditions for exercise. Its qualification as the subject of the exercisable incentive object is legal and effective, and there is no damage to the interests of the company and all shareholders. The decision-making procedures of relevant matters comply with the provisions of laws, administrative regulations and the articles of association, and the meeting procedures are legal and the resolutions are effective.
3、 Independent opinions on the achievement of the conditions for the release of restricted shares in the second release period reserved for the grant of restricted shares in the stock option and restricted stock incentive plan in 2018
After verification, the performance of the company in 2020 has reached the assessment target, and the individual performance assessment results of the 14 incentive objects reserved for grant are all A. according to the conditions for the release of restrictions in the second release period of restricted shares set in the company's incentive plan, the performance assessment conditions at the company level required to be met in the second release period of restricted shares reserved for grant this time The performance appraisal conditions at the individual level have been met, and the company and the incentive object have not had the situation that the sales restriction shall not be lifted as stipulated in the incentive plan. The lifting of the sales restriction complies with the relevant provisions of the incentive plan, the incentive objects meet the qualification conditions for lifting the sales restriction, and there is no situation that damages the interests of the company and all shareholders. The decision-making procedures of relevant matters comply with the provisions of laws, administrative regulations and the articles of association, and the meeting procedures are legal and the resolutions are effective.
4、 Independent opinions on repurchase and cancellation of some restricted shares and cancellation of some stock options under the stock option and restricted stock incentive plan in 2018
According to the relevant provisions of the company's incentive plan, in view of the fact that some incentive objects of the company's 2018 stock option and restricted stock incentive plan granted 19 people to apply for resignation for personal reasons for the first time, the resignation procedures have been completed and they are no longer qualified as incentive objects, we agree to repurchase and cancel the 83880 restricted shares granted but not lifted, And cancel the 167760 stock options granted but not yet approved to exercise.
In view of the fact that some incentive objects have submitted the statement of stock option waiver to the company, and the incentive objects have voluntarily and unconditionally waived 400500 stock options in the second exercise period of stock options granted for the first time, the board of directors agrees that the company will cancel the stock options granted for the first time and corresponding to the second exercise period; The incentive objects voluntarily and unconditionally give up 56925 stock options reserved and granted in the first exercise period of stock options, and the board of directors agrees that the company will cancel the stock options reserved and granted by relevant incentive objects corresponding to the first exercise period.
To sum up, we agree that the company will buy back and cancel 83880 shares of all restricted shares granted to 19 incentive objects who have resigned but have not yet lifted the restrictions on sales, and agree that the company will cancel 625185 shares of relevant stock options granted but not yet exercised due to the resignation of incentive objects and abandonment of exercise at the expiration of exercise period. The review procedure of this repurchase cancellation is legal and compliant, and does not harm the interests of the company and minority shareholders.
(there is no text on this page, which is the signature page of Jiangsu Transimage Technology Co.Ltd(002866) independent opinions of independent directors on relevant matters of the 11th meeting of the third board of directors of the company, and there is no text)
Jiang Lei, Yu Xinping, Liang Guozheng
January 13, 2022
